Pizza Industries, Inc., Domino's Pizza - Page 13




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          arrangement.  A Corporation is not precluded from deducting an              
          otherwise deductible royalty expense because the fee is paid to a           
          shareholder as opposed to a third party.  Cf. Podd v.                       
          Commissioner, T.C. Memo. 1998-231 (taxpayer entitled to deduct a            
          royalty fee paid to a shareholder to the extent the royalty fee             
          was reasonable), supplemented by T.C. Memo. 1998-418.                       
               Respondent contends that it was reasonable for respondent to           
          treat petitioner as the implied assignee of the Area Agreement              
          because Domino's ignored the separate identity of petitioner from           
          Pizza Park for certain purposes.  (Specifically, respondent                 
          refers to the fact that in determining the store with the highest           
          volume in sales, all stores owned by both petitioner and Pizza              
          Park were pooled.)  Respondent surmised therefore that for the              
          stores owned by petitioner, petitioner was entitled to receive              
          the Contested Payments as reimbursement.  Because a taxpayer is             
          not entitled to deduct an expense for which there is a fixed and            
          unconditional right to reimbursement, respondent disallowed the             
          loss.  However, respondent's position ignores the terms of the              
          parties' agreements.                                                        
               First, we are not persuaded that respondent reasonably                 
          determined petitioner to be the implied assignee of the Area                
          Agreement and therefore entitled to the Compensation.  Petitioner           
          was never a party to the Area Agreement that provided for the               






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